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GOLDMAN SACHS (SINGAPORE) PTE.

1, Raes Link, #07-01,
Singapore 039393.

To: OUB Optionholders July 20, 2001

Dear Sir/Madam,

LETTER TO OUB OPTIONHOLDERS

1. INTRODUCTION

1.1 Oer. On June 22, 2001, Goldman Sachs (Singapore) Pte. (""Goldman Sachs'')
announced, for and on behalf of DBS Group Holdings Ltd (""DBSH''), that DBSH
intended to make a voluntary conditional take-over oer (the ""Oer'') for Overseas
Union Bank Limited (""OUB'').

1.2 Oer Document. On July 20, 2001, Goldman Sachs despatched, for and on behalf of
DBSH, a formal document containing the terms of the Oer (the ""Oer Document'') to
OUB shareholders. You should receive a copy of the Oer Document, containing a Form
of Acceptance and Authorisation (""FAA''), together with this Letter. This Letter should
be read and construed together with and in the context of the Oer Document. Terms
dened in the Oer Document shall have the same meaning when used in this Letter.

1.3 Consultation. If you are in any doubt about this Letter, you should consult your
stockbroker, bank manager, solicitor or other professional adviser immediately.

1.4 OUB Circular. A circular containing the advice of the nancial adviser to the
independent directors of OUB and the recommendation of the independent directors of
OUB on the Oer will be sent to you within 14 days of the date of the Oer Document.

2. OFFER

2.1 Oer Terms. As stated in the Oer Document, Goldman Sachs oers, for and on
behalf of DBSH, to acquire the Oer Shares on the following basis:

For each Oer Share : 0.61 New DBSH Shares and

S$1.14 in cash

and so on in proportion of any other number of Oer Shares. DBSH expressly reserves
its right to revise the terms of the Oer if and when the Directors consider it to be in
the interests of DBSH and its shareholders to do so.

2.2 OUB Options. The Oer is extended to all new OUB Shares unconditionally issued or
to be issued pursuant to the valid exercise prior to the close of the Oer of any options
(each, an ""OUB Option'') to subscribe for new OUB Shares granted under the OUB
Share Option Scheme 1995 and the OUB Share Option Scheme 2001 (the ""OUB Share
Option Schemes'').

2.3 Procedures for Acceptance. If you hold OUB Options and wish to exercise all or part
of your OUB Options in order to accept the Oer in respect of the new OUB Shares to
be issued pursuant to such exercise, you should:

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(1) exercise your OUB Options, and deliver the relevant exercise notice(s) and
other required documents and the subscription moneys, in accordance with the
rules of the relevant OUB Share Option Schemes no later than three Market
Days before August 10, 2001 (or such later date(s) as may be announced
from time to time for and on behalf of DBSH) (the ""Closing Date''); and
(2) complete and sign the FAA in respect of such new OUB Shares in accordance
with the provisions of the Oer Document as well as the provisions and
instructions printed on the FAA and deliver the duly completed and signed FAA
at your own risk to the Company Secretary of OUB before 12.00 noon on the
Closing Date for onward transmission to DBSH, c/o The Central Depository
(Pte) Limited, 20 Cecil Street, #07-02/05 Singapore Exchange, Singapore
049705.
2.4 Allotment and Issue of New OUB Shares. In accordance with market practice relating
to take-over oers, KPMG, the Share Registrar of OUB, should allot and issue the new
OUB Shares to you within two Market Days after you have validly exercised your OUB
Options. Within one Market Day after such allotment and issue, KPMG should despatch
the share certicates relating to such new OUB Shares to CDP for credit to your
Securities Account. CDP will credit your Securities Account with such new OUB Shares
only after receiving the share certicates from KPMG and after such new OUB Shares
have been approved for listing.
2.5 Rejection of Acceptance. You should note that if your Securities Account is not
credited with the relevant number of new OUB Shares by the date of receipt by CDP, on
behalf of DBSH, of the FAA (provided that the date of receipt is on or before 3.30 p.m.
on the Closing Date), your acceptance of the Oer will be rejected.
2.6 General. The Oer shall remain open for acceptance until the Closing Date. If the Oer
does not become or is not declared unconditional in all respects, your acceptance will
be returned, at your own risk, by ordinary post within 14 days of the lapse of the Oer.
Settlement of the consideration for your acceptance will be made in accordance with
paragraph 7 of the Oer Document. Unless OUB determines otherwise, the exercise of
your OUB Options is irrevocable, whether or not the Oer becomes or is declared to be
unconditional in all respects.
3. OUB OPTIONS PROPOSAL
3.1 OUB Options Not Transferable. Under the rules of the OUB Share Option Schemes,
OUB Options are not transferable by the holders thereof. In view of this restriction,
DBSH will not make an oer to acquire the OUB Options (although, for the avoidance
of doubt, the Oer extends to all new OUB Shares issued or to be issued pursuant to
the valid exercise of the OUB Options prior to the close of the Oer).
3.2 OUB Options Proposal. DBSH will instead propose, subject to:
(1) the Oer becoming or being declared unconditional in all respects; and
(2) the relevant OUB Options continuing to be exercisable into new OUB Shares,
to pay you, as a holder of OUB Options, a cash amount (determined as provided
below) (the ""OUB Options Price'') in consideration of you agreeing:
(a) not to exercise all or any of your OUB Options into new OUB Shares; and
(b) not to exercise all or any of your other rights as holders of OUB Options,
in each case from the date of your acceptance of the OUB Options Proposal to the
respective dates of expiry of your OUB Options. Further, if the Oer becomes or is
declared unconditional in all respects and you have accepted the OUB Options
Proposal, you will also be required to surrender all of your OUB Options for
cancellation. If the Oer lapses or is withdrawn or if your OUB Options cease to be
exercisable into new OUB Shares, the OUB Options Proposal will lapse accordingly.
3.3 Oer and OUB Options Proposal Mutually Exclusive. The Oer and the OUB Options
Proposal are mutually exclusive. If you wish to exercise your OUB Options in order to

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accept the Oer in respect of the new OUB Shares to be issued pursuant to such
exercise, you may not accept the OUB Options Proposal in respect of such options.
Conversely, if you wish to accept the OUB Options Proposal in respect of your OUB
Options, you may not exercise those options in order to accept the Oer in respect of
the new OUB Shares to be issued pursuant to such exercise.

3.4 OUB Options Price. The OUB Options Price is computed on a ""see-through basis''. In
other words, the OUB Options Price in relation to your OUB Option is the dierence
between:

(1) the implied oer price for each Oer Share under the Oer as of the
Announcement Date; and

(2) the exercise price of that OUB Option.

The implied oer price for each Oer Share under the Oer as of the Announcement
Date is equal to:

S$(A x 0.61) S$1.14 S$9.5275

where ""A'' is S$13.75, being the simple average of the prices at which DBSH Shares
were traded on the SGX-ST on June 22, 2001, the date of the announcement of the
Oer.

3.5 Procedures for Acceptance. If you wish to accept the OUB Options Proposal, you
should:

(1) complete and sign the enclosed acceptance letter for the OUB Options
Proposal (the ""Acceptance Letter'') in accordance with the provisions of the
Oer Document and the Acceptance Letter; and

(2) forward the duly completed and signed Acceptance Letter at your own risk to
DBS Group Holdings Ltd, c/o Lim Associates (Pte) Ltd, 10 Collyer Quay,
#19-08 Ocean Building, Singapore 049315 so as to arrive no later than 3.30
p.m. on the Closing Date.

3.6 Settlement. The OUB Options Proposal shall remain open for acceptance until the
Closing Date. Subject to:

(1) the Oer becoming or being declared unconditional in all respects; and

(2) the receipt by DBSH from you of the Acceptance Letter;

remittances in the form of cheques for the appropriate amounts will be despatched to
you by ordinary post at your own risk as soon as practicable and in any event:

(a) if your acceptance is received on or before the date on which the Oer
becomes or is declared unconditional in all respects, within 21 days of such
date; or

(b) if your acceptance is received after the date on which the Oer becomes or is
declared unconditional in all respects, but before the Oer closes, within
21 days of the date of such receipt.

4. RESPONSIBILITY STATEMENT

4.1 DBSH Group, Oer and OUB Options Proposal. The Directors of DBSH (including any
who may have delegated detailed supervision of this Letter) have taken all reasonable
care to ensure that the facts stated and opinions expressed in relation to the DBSH
Group, the Oer and the OUB Options Proposal in this Letter are fair and accurate and
that no material facts have been omitted from this Letter, and they jointly and severally
accept responsibility accordingly.

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4.2 Other. Where any information has been extracted from published or publicly available
sources (including, without limitation, information in relation to the OUB Group, the OUB
Options and the OUB Share Option Schemes), the sole responsibility of the Directors of
DBSH has been to ensure through reasonable enquiries that such information is
accurately extracted from such sources or, as the case may be, accurately reected or
reproduced in this Letter.

Yours faithfully,
For and on behalf of
GOLDMAN SACHS (SINGAPORE) PTE.

John D. Anderson
Executive Director